Ryohin Keikaku to dispose of treasury stock for executive compensation

Ryohin Keikaku Co., Ltd. announced its resolution to dispose of 42,800 shares of its common stock as restricted stock compensation to three directors, excluding outside directors. The disposal date is November 14, 2025, with a disposal price of JPY3,018 per share, totaling JPY129,170,400. This pricing reflects the closing price of the company's shares on the Prime Market of the Tokyo Stock Exchange on September 25, 2025.

The compensation plan, approved in 2021, provides an incentive for sustainable corporate value enhancement. Eligible directors will receive monetary claims as assets contributed in kind to acquire these shares. The transfer restriction period for these shares is from November 14, 2025, to November 13, 2075, or 50 years, subject to continuous tenure in eligible positions.

The transfer restrictions will be lifted upon the expiration of this period, or earlier if an eligible director resigns or retires due to justifiable reasons such as term expiration or mandatory retirement age. The company will automatically acquire any unvested shares without compensation. Shares will be administered in dedicated accounts to ensure compliance with transfer restrictions.